FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/28/2004 |
3. Issuer Name and Ticker or Trading Symbol
METROPCS COMMUNICATIONS INC [ MPCS ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series D Convertible Preferred Stock | (1) | (1) | Common Stock | 9,992,241(2) | (1) | I | See footnotes below.(2)(3) |
Stock Options (right to buy) | 06/08/2001 | 06/08/2011 | Common Stock | 90,300(2) | $4.7 | I | See footnote below.(2)(3) |
Explanation of Responses: |
1. Each Share of Series D Convertible Preferred Stock is immediately convertible at the option of the holder, and will automatically convert into approximately 10.64 shares of common stock immediately prior to the Issuer's initial public offering. At such time, each $9.40 in accrued and unpaid dividends upon the Series D Convertible Preferred Stock will be paid in kind with one share of Common Stock. The number of shares set forth in Column 3 reflects this conversion and payment-in-kind based on accrued and unpaid dividends as of the date of this filing. |
2. Representing securities directly held by M/C Venture Partners V, L.P., M/C Venture Partners IV, L.P., Chestnut Venture Partners L.P. and M/C Venture Investors L.L.C. |
3. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose |
/s/ James F. Wade | 07/28/2004 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |